Publication of a Prospectus - Migration
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus for the purposes of the Public Offers and Admission to Trading Regulations 2024 (SI 2024/105) of the Financial Conduct Authority ("FCA") or otherwise and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or the Prospectus (as defined below) except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published today by B&M European Value Retail S.A. (the "Company"), in connection with the proposed admission of ordinary shares in B&M European Value Retail plc ("B&M Jersey") ("B&M Jersey Shares") to listing on the equity shares (commercial companies) category of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will be available for inspection from the Company's registered office at 3, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg and on the Group's website at www.bandmretail.com, subject to certain access restrictions.
25 February 2026
B&M European Value Retail S.A.
Announcement of Publication of Prospectus
Further to the announcement to shareholders on the settlement process published by the Company on 13 October 2025 in connection with its proposed statutory migration from Luxembourg to Jersey (the "Migration"), the Company confirms that the Prospectus has been approved by the FCA and has been published.
The Prospectus relates to the admission of the B&M Jersey Shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission").
Details of the Migration are set out in the Prospectus, a copy of which is available on the Company's website at www.bandmretail.com, subject to certain access restrictions. Hard copies will be available during normal business hours at the Company's registered office. The Prospectus has also been submitted to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
It is expected that Admission will become effective and that unconditional dealings will commence at 8.00 am (UK time) on 2 March 2026.
Merrill Lynch International ("BofA Securities") is acting as sponsor under the UK Listing Rules in relation to the Admission.
The Company has prepared an FAQ document for shareholders which is available on the Company's website here.
Shareholders are advised to read the FAQ document carefully to ensure that they understand the arrangements that will apply to them following the Migration being completed and the actions, if any, that they may wish to take.
Disclaimer
The information set out in this announcement is for informational purposes only and is not, and is not to be construed as being, legal, business, financial or tax advice. If you are in any doubt the contents of this announcement or the action you should take or any potential tax consequences relating to any changes in the way in which you hold your Shares, you should consult your own appropriately authorised legal adviser, financial adviser or tax adviser.
If you hold your shares through a nominee, broker, custodian, trustee or in an ISA then you should also consult the relevant nominee, broker, custodian, trustee or ISA provider for assistance.
Enquiries
B&M European Value Retail S.A.
For further information please contact:
Alexander Simpson, Group General Counsel
+44 (0) 151 728 5400 Ext. 6363
Andrew Orchard, Head of Investor Relations
Investor.relations@bandmretail.com
IMPORTANT LEGAL INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any B&M Jersey Shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.
BofA Securities, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for the Company and no one else in connection with the Admission, and will not be responsible to anyone other the Company for providing the protections afforded to its clients or for providing advice in relation to the Admission or any transaction, matter, or arrangement referred to in this announcement. This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa. This announcement is not an offer of securities for sale into the United States, Australia, Canada, Japan or South Africa. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States or any other jurisdiction.
This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries from time to time (the "Group") and its investments, including, among other things, the development of its business, trends in its operating environment, and future capital expenditures and acquisitions. The forward-looking statements in this announcement speak only as at the date of this announcement. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Group nor BofA Securities, nor any of such person's affiliates or their respective directors, officers, employees, agents and/or advisors, nor any other person(s) accepts any responsibility for the accuracy or fairness of the opinions expressed in this announcement or the underlying assumptions. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to update, supplement, amend or revise any forward-looking statements. You are therefore cautioned not to place any undue reliance on forward-looking statements.
Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation in relation to the B&M Jersey Shares. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of any investment in the B&M Jersey Shares for the person concerned.
Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
Neither BofA Securities nor any of its affiliates and/or any of its or its affiliates' respective directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company and/or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
For the avoidance of doubt, the contents of the Group's website are not incorporated by reference into, and do not form part of, this announcement.
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